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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CAMBIO, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determine):
---------------------------------
Proposed maximum aggregate value of transaction:
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Total fee paid:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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PROXY STATEMENT AND
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 14, 2000
To the Stockholders: NOTICE IS HEREBY GIVEN that a Special Meeting of
Stockholders of Cambio, Inc. (the "Company") will be held at 10:00 a.m., on
Friday, July 14, 2000 at the Holiday Inn, 900 Sunland Park Drive, El Paso,
Texas, for the following purposes:
1. To amend the Restated Certificate of Incorporation to increase the
number authorized shares of Class A Common Stock to 200,000,000 from
50,000,000.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on Tuesday, May 30, 2000
are entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof. A list of stockholders entitled to vote at the Special
Meeting will be available for inspection at the Company's offices at 6006 N.
Mesa, Suite 515, El Paso, Texas, for at least 10 days prior to and during the
meeting.
All stockholders are cordially invited to attend the meeting in person. However,
to assure your representation at the meeting, you are urged to complete, sign,
date and return the enclosed proxy as promptly as possible in the postage
prepaid envelope enclosed for that purpose. Any stockholder attending the
meeting may vote in person even if he or she has returned a proxy.
As you may be aware Cambio, Inc. is close to exhausting its current supply of
authorized Class A Common Stock. Because of this, the Board has called for a
special stockholder's meeting to address this issue, as set forth in the proxy
that accompanies this notice. The Board's recommendation is to increase the
number of authorized shares of Class A Common Stock to 200,000,000 from
50,000,000. I am requesting that you support the Board's recommendation and vote
your proxy to increase the number of authorized shares of Class A Common Stock.
It is very important to the survival of the Company that you support the Board
with your proxy by signing the proxy and returning it in the envelope provided.
As a software company with a start up product, our revenues are not yet
sufficient to support current working capital needs and are not currently
sufficient to support the Company's growth plans for our netRunner product. In
this phase of the Company's software business development, the need for
additional capital is critical, and that requires additional sales of Class A
Common Stock.
An additional issue with respect to the need to authorize additional shares of
Class A Common Stock is the retention and recruiting of personnel. As I am sure
you are aware, the primary compensation for companies competing in "high tech"
industries is stock and options This tool will not be available to the Company
without your vote in support of the Board's recommendation to increase the
number of shares authorized.
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The Company also has additional capital needs for the direct marketing of its
products. Thus far, the Company has relied primarily on its strategic partners
to make the Company's products visible and available to the telecommunications
industry. The Company, however, recognizes the need to increase its direct
marketing efforts, for which additional capital is required.
Additional capital is also needed to support the process currently underway for
the creation of related products as well as the creation of an ASP (application
service provider) "e" business for the telecommunications industry. Finally, the
settlement of outstanding liabilities to improve our financial condition
requires the ability to issue additional shares of capital stock.
The Company has an excellent opportunity to take advantage of current market
conditions in the telecommunications industry with the netRunner product, but we
need your help to take advantage of the opportunity. I urge you to vote in favor
of the proposed amendment to the Certificate of Incorporation.
Sincerely,
Ali Al-Dahwi
President and CEO
El Paso, Texas
June 16, 2000
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are requested to
complete, sign and date the enclosed proxy as promptly as possible and return it
in the enclosed envelope (to which no postage need be affixed if mailed in the
United States).
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Cambio, Inc.
6006 N. Mesa, Suite 515
El Paso, Texas 79912
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by and on
behalf of the Board of Directors of Cambio, Inc. (the "Company") of proxies to
be used at a Special Meeting of Stockholders of the Company (the "Special
Meeting") to be held on Friday, July 14, 2000, and any postponement or
adjournment thereof. Proxies will be mailed to stockholders on or about June 16,
2000 and will be solicited chiefly by mail.
At the special meeting, holders of record as of the close of business on May 30,
2000 (the "Record Date") of the outstanding voting shares of the Company will
consider and vote upon an amendment to the Company's Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"). This amendment,
if adopted, will increase the number of authorized shares of Class A Common
Stock to 200,000,000 from 50,000,000. If the amendment is approved, Article IV
of the Certificate of Incorporation will read as follows:
"(a) Authorized Capitalization. The total number of shares of
all classes of stock which the Corporation shall have authority to
issue is two hundred six million (206,000,000) shares, consisting of
two hundred million (200,000,000) shares of Class A Common Stock, par
value $.01 per share ("Class A Common Stock"), five million (5,000,000)
shares of Class B Common Stock, par value $.01 per share ("Class B
Common Stock") ("Class A Common Stock" and "Class B Common Stock" being
herein the "Common Stock"), and one million (1,000,000) shares of
preferred stock, par value $.01 per share ("Preferred Stock"). The
number of authorized shares of Preferred Stock or any series thereof
and Class A Common Stock may be increased or decreased (but not below
the number of shares thereof then outstanding) by the affirmative vote
of the holders of a majority of the voting power of all of the then
outstanding shares of stock entitled to vote in any general election of
directors voting together as a single class. The number of authorized
shares of Class B Common Stock may be increased only with the
affirmative vote of (i) a majority of the Class B Common Stock voting
as a class and (ii) a majority of the Class A Common Stock and any
other class of stock entitled to vote thereon as a class."
The Board of Directors has declared advisable, authorized and approved, and
recommends to the stockholders that they consider and approve, the above
amendment to the Company's Certificate of Incorporation to increase the number
of authorized shares of Class A Common Stock. The shares of Class A Common Stock
do not have pre-emptive rights. The Company currently has outstanding, as of May
30, 2000, 39,266,939 shares of Class A Common Stock and 4,567 shares of Series B
Preferred Stock that is convertible at any time into 2,283,500 shares of Class A
Common Stock. The Company also has employee options outstanding for the purchase
of
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4,048,500 shares of Class A Common Stock. When the current outstanding Class A
Common Stock, Series B Preferred Stock as converted, and employee options are
combined with current outstanding obligations to issue stock, the Company has
47,777,272 shares of stock outstanding or reserved for issuance. This leaves an
insufficient amount of authorized shares available for the Company to pursue its
business objectives, and, therefore, the Board of Directors recommends the
approval of the amendment proposed herein.
The Company has a need for additional funding to support ongoing research and
development costs and for working capital, until sales revenues are sufficient
to cover these costs. Additionally, the Company anticipates a need for
additional working capital as the Company expands in overseas markets. The
Company is also concerned with being able to attract and maintain a talented
workforce in a high technology industry. To attract and maintain such a
workforce, the Company needs the ability to issue stock and options as
compensation.
The Company has additional capital needs for the direct marketing of its
products. Thus far, the Company has relied primarily on its strategic partners
to make the Company's products visible and available to the telecommunications
industry. The Company, however, recognizes the need to engage in direct
marketing for which additional capital is required. Additional capital is also
needed to support the process currently underway for the creation of related
products as well as the creation of an ASP (application service provider) "e"
business for the telecommunications industry. Finally, the settlement of
outstanding liabilities to improve our financial condition requires the ability
to issue additional shares of capital stock.
The additional shares of Class A Common Stock that would be available for
issuance if the proposed amendment is approved could be issued for any proper
corporate purpose by the Board at any time without further stockholder approval,
subject to applicable law. The voting and equity ownership rights of the
Company's stockholders may be diluted by such issuances. Stockholders will not
have pre-emptive rights to subscribe for shares of Class A Common Stock, unless
the Company grants such rights at the time of issue. Other than as described
above, the Company currently has no plans or proposals to issue any of the
additional shares of Class A Common Stock.
The Board is required to make any determination to issue shares of Class A
Common Stock based on its judgment as to the best interests of the Company.
Although the Board has no present intention of doing so, it could issue shares
of Class A Common Stock that could, depending on the circumstances, make more
difficult or discourage an attempt to obtain control of the Company by means of
a merger, tender offer, proxy contest or otherwise. When in the judgment of the
Board such use would be in the best interest of the Company, such shares could
be used to create voting or other impediments or to discourage persons seeking
to gain control of the Company. Such shares could be privately placed with
purchasers favorable to the Board in opposing such action. The issuance of new
shares of Class A Common Stock also could be used to dilute the stock ownership
of a person or entity seeking to obtain control of the Company should the Board
consider the action of such entity or person to be in the best interest of the
Company. Any such issuance could also have the effect of diluting the earnings
per share, book value per share and/or voting power of the Class A Common Stock.
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The shares represented by the proxies received pursuant to this solicitation and
not revoked will be voted at the Special Meeting. A stockholder who has given a
proxy may revoke it by giving written notice of revocation to the Secretary of
the Company, or by giving a duly executed proxy bearing a later date. Attendance
in person at the Special Meeting does not of itself revoke a proxy; however, any
stockholder who does attend the Special Meeting may revoke a proxy previously
submitted by voting in person. Subject to any such revocation, all shares
represented by properly executed proxies will be voted in accordance with
specifications on the enclosed proxy. When a proxy is properly signed and
returned but no such specifications are made, such proxies will be voted FOR the
proposed amendment to the Company's Certificate of Incorporation.
The Company will bear the expense of preparing, printing and mailing this Proxy
Statement and the proxies solicited hereby and will reimburse banks, brokerage
firms and nominees for their reasonable expenses in forwarding solicitation
materials to beneficial owners of shares held of record by such banks, brokerage
firms and nominees. In addition to the solicitation of proxies by mail, officers
and regular employees of the Company may communicate with stockholders either in
person or by telephone or telegraph for the purpose of soliciting such proxies;
no additional compensation will be paid for such solicitation.
OUTSTANDING SHARES AND VOTING RIGHTS
Only stockholders of record at the close of business on May 30, 2000 (the
"Record Date") are entitled to notice of and to vote at the Special Meeting. At
the close of business on the Record Date, the Company had outstanding 39,266,939
shares of Class A Common Stock and no shares of Class B Common Stock. The Class
A Common Stockholders are entitled to one vote per share. The Class B Common
Stockholders are entitled to ten votes per share. The Company also has
outstanding 4,567 shares of Series B Preferred Stock ("Preferred Stock"), the
holders of which are entitled to vote on all matters submitted to the Class A
Common Stock shareholders. The Preferred Stock stockholders are entitled to 500
votes per share of Preferred Stock.
The affirmative vote of the holders of a majority of the aggregate voting power
of the shares of Class A Common Stock, Class B Common Stock and Preferred Stock
voting together as a single class, present or represented at the meeting, is
required to amend the Certificate of Incorporation or to transact such other
business as may properly come before the special meeting, or any adjournment
thereof. Abstentions with respect to any matter are treated as shares present or
represented by proxy and entitled to vote on that matter and thus have the same
effect as negative votes. Broker non-votes and other circumstances in which
proxy authority has been withheld do not constitute abstentions.
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The following table sets forth information as of the Record Date
relating to the beneficial ownership of Class A Common Stock by (1) each
beneficial owner of 5% or more of outstanding Class A Common Stock and Series B
Preferred Stock of the Company, based, in part, upon information filed by such
owners with the Securities and Exchange Commission; (2) each of the Company's
directors; (3) each of the Company's named executive officers, as defined under
the Securities Exchange Act of 1934, as amended; and (4) all directors and
executive officers as a group. This table does not include options that have not
vested or are not exercisable within 60 days of the Record Date:
<TABLE>
<CAPTION>
Name and Address of Number of Shares of Class A
Beneficial Owner(1) Common Stock Percent of Class
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<S> <C> <C>
Frederick Adler 3,266,556(2) 8.32%
342 Madison Avenue
New York, NY 10173
Travelers Insurance Company 2,065,000 5.26%
425 Park Avenue, 3rd Floor
New York, NY 10043
Blue Sea Investment Group Co. (S.A.) 2,000,000 5.09%
P.O. Box 70
AlManzeh 6 Tunis 2091
Philip Chapman 888,641(3) 2.26%
Ali Al-Dahwi 861,771 2.19%
Steven Dong 620,500 1.58%
Anas El-Mahdi 620,500 1.58%
Scott Munden 620,500 1.58%
All officers and directors as a group
(5 persons) 3,611,912 8.26%
</TABLE>
(1) Unless otherwise indicated, the address of each beneficial owner is c/o
Cambio, Inc., 6006 North Mesa, El Paso, Texas 79912.
(2) The 3,266,556 shares of Class A Common Stock beneficially owned by Mr.
Adler includes 4,067 shares of Series B Preferred Stock beneficially
owned by Mr. Adler as if that stock had been converted to Class A
Common Stock. The 4,067 shares of Series B Preferred Stock represents
90% of the outstanding shares of Series B Preferred Stock.
(3) The 888,641 shares of Class A Common Stock beneficially owned by Mr.
Chapman includes 300 shares of Series B Preferred Stock owned by Mr.
Chapman and 200 shares of Series B Preferred Stock owned by his wife,
Susan Chapman, as if the stock had been converted to Class A Common
Stock. This 500 shares of Series B Preferred Stock owned by Mr. and
Mrs. Chapman represents 10% of the outstanding shares of Series B
Preferred Stock.
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OTHER BUSINESS
The Board of Directors does not know of any business to be presented at the
Special Meeting other than the matters set forth above, but if other matters
properly come before the meeting it is the intention of the persons named in the
proxies to vote in accordance with their best judgment on such matters.
By Order of the Board of Directors
Ali Al-Dahwi
President and CEO
Dated: June 16, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF CAMBIO, INC.
TO BE HELD JULY 14, 2000
The undersigned hereby appoints Ali Al-Dahwi as the lawful agent and
proxy of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of voting
stock of Cambio, Inc. held of record by the undersigned on May 30, 2000, at the
Special Meeting of Stockholders to be held July 14, 2000, or any adjournment or
postponement thereof.
1. AMENDMENT OF CERTIFICATE OF INCORPORATION RESOLUTION:
RESOLVED, that subsection (a) of Article IV of the Restated Certificate
of Incorporation of the Corporation be, and it hereby is, amended and
restated as follows:
"(a) Authorized Capitalization. The total number of shares of
all classes of stock which the Corporation shall have authority to
issue is two hundred six million (206,000,000) shares, consisting of
two hundred million (200,000,000) shares of Class A Common Stock, par
value $.01 per share ("Class A Common Stock"), five million (5,000,000)
shares of Class B Common Stock, par value $.01 per share ("Class B
Common Stock") ("Class A Common Stock" and "Class B Common Stock" being
herein the "Common Stock"), and one million (1,000,000) shares of
preferred stock, par value $.01 per share ("Preferred Stock"). The
number of authorized shares of Preferred Stock or any series thereof
and Class A Common Stock may be increased or decreased (but not below
the number of shares thereof then outstanding) by the affirmative vote
of the holders of a majority of the voting power of all of the then
outstanding shares of stock entitled to vote in any general election of
directors voting together as a single class. The number of authorized
shares of Class B Common Stock may be increased only with the
affirmative vote of (i) a majority of the Class B Common Stock voting
as a class and (ii) a majority of the Class A Common Stock and any
other class of stock entitled to vote thereon as a class."
FOR the above Amendment [ ] AGAINST the above Amendment [ ]
2. GENERAL RESOLUTION:
RESOLVED, that the proper officers of the Corporation be, and they
hereby are, authorized and directed, in the name and on behalf of the
Corporation, to execute and deliver such other writings and to take
such other actions as may be necessary or which such officer or
officers may deem appropriate to carry out the intent and purposes of
the foregoing resolutions, the execution and delivery or performance
thereof by such officer or officers of the Corporation to be conclusive
evidence of the approval by the Corporation of the terms and conditions
or the appropriateness thereof.
FOR the above GENERAL RESOLUTION [ ]
AGAINST the above GENERAL RESOLUTION [ ]
3. In his discretion, the Proxy is authorized to vote upon any matters
which may properly come before the Special Meeting, or any adjournment
or postponement thereof.
It is understood that when properly executed, this proxy will be voted
in the manner directed herein by the undersigned stockholder. WHERE NO CHOICE IS
SPECIFIED BY THE STOCKHOLDER THE PROXY WILL BE VOTED FOR THE RESOLUTIONS ABOVE.
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The undersigned hereby revokes all previous proxies relating to the
shares covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. When shares are held joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated:
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
Signature
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Signature, if held jointly
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PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT
THE MEETING OF STOCKHOLDERS. [ ]
